Stockholders’ Equity

12 Months Ended

Dec. 31, 2023

Repurchase of Common Stock

On August 2, 2021, the Board of Directors approved a new share repurchase program of $1.0 billion. This current program has no expiration date and replaced all previous authorizations. As of December 31, 2023, there was $536.5 million remaining under the currently authorized program. Share repurchases made prior to August 2, 2021 were under previous Board of Directors share repurchase authorizations, specifically the $1.0 billion authorization made in May 2018.

During the year ended December 31, 2023, we repurchased 1,529,575 shares for a total of approximately $79.8 million with an average share price of $52.20. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 under the Exchange Act, and pursuant to the share repurchase program authorized by our Board of Directors.

During the year ended December 31, 2022, we repurchased 4,527,887 shares, for approximately $280.1 million with an average share price of $61.86. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 under the Exchange Act, and pursuant to the share repurchase program authorized by our Board of Directors.

During the year ended December 31, 2021, we repurchased 7,875,407 shares, for approximately $401.4 million with an average share price of $50.96. Cash outlay for share repurchases during the year ended December 31, 2021 also includes $1.6 million for 35,100 shares purchased in the fourth quarter 2020 and settled in the first quarter 2021. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 under the Exchange Act, and pursuant to the share repurchase program authorized by our Board of Directors.

Retirement of Treasury Shares

During the year ended December 31, 2023, the Company retired 80,000,000 shares of treasury stock. On our Consolidated Balance Sheets, we recorded a reduction to Common stock, equal to the par value of the shares retired. The excess of cost over par is allocated between Additional paid-in capital and Retained earnings, based on the historical cost of the treasury shares and the proportionate number of shares retired. The retired shares are classified as authorized and unissued.

Dividends

The following table shows our total cash dividends paid in the years ended December 31, 2023, 2022 and 2021:


(In millions, except per share amounts)	Total Cash Dividends Paid		Total Cash Dividends Paid per Common Share
2021	$	115.8	$	0.76
2022	118.4		0.80
2023	117.9		0.80

On February 21, 2024, our Board of Directors declared a quarterly cash dividend of $0.20 per common share payable on March 22, 2024 to stockholders of record at the close of business on March 8, 2024. The estimated amount of the dividend payment is $28.9 million, based on 144.5 million shares of our common stock issued and outstanding as of February 15, 2024.

The dividend payments discussed above are recorded as reductions to cash and cash equivalents with an offset to Retained earnings on our Consolidated Balance Sheets. Our senior secured credit facility and our senior notes contain covenants that restrict our ability to declare or pay dividends and repurchase stock. However, we do not believe these covenants are likely to materially limit the future payment of quarterly cash dividends on our common stock. From time to time, we may consider other means of returning value to our stockholders based on our consolidated financial condition and results of operations. There is no guarantee that our Board of Directors will declare any further dividends.

Common Stock

The following is a summary of changes during the years ended December 31, in shares of our common stock and common stock in treasury:


	2023	2022	2021
Changes in common stock:
Number of shares, beginning of year	233,233,456	232,483,281	231,958,083
Restricted stock shares forfeited	—	—	(1,095)
Shares issued for vested restricted stock units	466,634	532,727	423,302
Shares issued for 2018 three-year PSU awards	—	—	47,730
Shares issued for 2019 three-year PSU awards	—	161,289	—
Shares issued for 2020 three-year PSU awards(3)	273,438	—	13,770
Shares issued for other performance-based awards	6,839	—	—
Shares issued for stock leverage opportunity awards (SLO)	40,200	36,576	32,128
Shares granted and issued under the Omnibus Incentive Plan and Directors Stock Plan to Directors	33,444	19,583	54,277
Canceled shares for tax netting(1)	—	—	(44,914)
Shares canceled and retired	(80,000,000)	—	—
Number of shares issued, end of year	154,054,011	233,233,456	232,483,281
Changes in common stock in treasury:
Number of shares held, beginning of year	88,561,343	84,384,124	77,068,311
Shares canceled and retired	(80,000,000)	—	—
Repurchase of common stock(2)	1,529,575	4,527,887	7,949,688
Profit sharing contribution paid in stock	(504,626)	(350,668)	(633,875)
Number of shares held, end of year(2)	9,586,292	88,561,343	84,384,124
Number of common stock outstanding, end of year(2)	144,467,719	144,672,113	148,099,157

(1)Effective January 1, 2019, new share issuances for vested awards are netted by the number of shares required to cover the recipients' portion of income tax. The portion withheld for taxes are canceled. Shares netted for taxes in 2021 primarily relates to vesting activity for restricted stock shares issued in prior years.

(2)Repurchase of common stock for the year ended December 31, 2021, as shown above, includes 74,281 shares of common stock that had been repurchased by the Company in 2020 but were not yet settled or not yet reflected by the Recordkeeper as of December 31, 2020. The table above and our Consolidated Balance Sheets reflect the number of shares held in treasury per our Recordkeeper.

(3)Per the terms of his 2019 offer letter, shares equal to the target number of units granted, net of shares withheld for taxes, were issued to our former CFO, James Sullivan, on September 30, 2021.

Share-Based Compensation

In 2014, the Board of Directors adopted, and our stockholders approved, the 2014 Omnibus Incentive Plan (“Omnibus Incentive Plan”). Under the Omnibus Incentive Plan, the maximum number of shares of Common Stock authorized was 4,250,000, plus total shares available to be issued as of May 22, 2014 under the 2002 Directors Stock Plan and the 2005 Contingent Stock Plan (collectively, the “Predecessor Plans”). The Omnibus Incentive Plan replaced the Predecessor Plans and no further awards were granted under the Predecessor Plans. The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance share units known as PSU awards, other stock awards and cash awards to officers, non-employee directors, key employees, consultants and advisors.

In 2018 and 2021, the Board of Directors adopted, and our shareholders approved, amendments and restatements to the Omnibus Incentive Plan, adding 2,199,114 and 2,999,054 shares of common stock to the share pool previously available under the Omnibus Incentive Plan, respectively.

A summary of the changes in common shares available for awards under the Omnibus Incentive Plan and Predecessor Plans follows:


	2023	2022	2021
Number of shares available, beginning of year	5,089,324	5,510,599	3,183,310
Newly approved shares under Omnibus Incentive Plan	—	—	2,999,054
Restricted stock shares forfeited	—	—	1,095
Restricted stock units awarded	(804,175)	(608,955)	(918,973)
Restricted stock units forfeited	151,671	109,317	115,641
Shares issued for 2018 three-year PSU awards	—	—	(47,730)
Shares issued for 2019 three-year PSU awards	—	(161,289)	—
Shares issued for 2020 three-year PSU awards	(273,438)	—	(13,770)
Shares issued for other performance-based awards	(6,839)	—	—
Restricted stock units awarded for SLO awards	(32,330)	(37,756)	(72,043)
Director shares granted and issued	(21,341)	(10,606)	(10,160)
Director units granted and deferred(1)	(18,352)	(13,137)	(16,264)
Shares withheld for taxes(2)	270,454	301,151	290,439
Number of shares available, end of year(3)	4,354,974	5,089,324	5,510,599

(1)Director units granted and deferred include the impact of share-settled dividends earned and deferred on deferred shares.

(2)The Omnibus Incentive Plan and 2005 Contingent Stock Plan permit withholding of taxes and other charges that may be required by law to be paid attributable to awards by withholding a portion of the shares attributable to such awards.

(3)The above table excludes approximately 1.7 million contingently issuable shares under PSU awards, which represents the maximum number of shares that could be issued under those awards as of December 31, 2023.

We record share-based incentive compensation expense in Selling, general and administrative expenses and Cost of sales on our Consolidated Statements of Operations for both equity-classified awards and liability-classified awards. We record a corresponding credit to Additional paid-in capital within Stockholders’ equity for equity-classified awards, and to either a current or non-current liability for liability-classified awards based on the fair value of the share-based incentive compensation awards at the date of grant. Total expense for the liability-classified awards continues to be remeasured to fair value at the end of each reporting period. We recognize an expense or credit reflecting the straight-line recognition, net of estimated forfeitures, of the expected cost of the share-based award. The number of PSUs earned may equal, exceed, or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed, or not met.

The following table summarizes the Company’s pre-tax share-based incentive compensation expense and related income tax benefit for the years ended December 31, 2023, 2022 and 2021 related to the Company’s PSU awards, SLO awards and restricted stock awards.


(In millions)	2023		2022		2021
2023 Five-year ESG PSU Awards	$	2.5	$	—	$	—
2023 Three-year PSU Awards	2.7		—		—
2022 Three-year PSU Awards	(0.2)		4.8		—
2021 Three-year PSU Awards	(2.3)		7.1		4.2
2020 Three-year PSU Awards	—		5.1		4.5
2019 Three-year PSU Awards	—		—		2.2
2017 COO and Chief Executive Officer-Designate New Hire Equity Awards	—		—		0.1
SLO Awards	(0.6)		1.7		2.8
Other long-term share-based incentive compensation programs(1)	32.1		33.6		32.0
Total share-based incentive compensation expense(2)	$	34.2	$	52.3	$	45.8
Associated tax benefits recognized	$	7.5	$	8.0	$	7.5

(1) Amounts include expenses associated with restricted stock awards consisting of restricted stock units, cash-settled restricted stock unit awards, and other issuances of performance-based awards, apart from annual three-year PSU

awards and the 2023 five-year ESG awards. Expense on other performance-based awards was $0.4 million and $0.1 million for the years ended December 31, 2023 and 2022, respectively, and zero for the year ended December 31, 2021.

(2) Amounts do not include expense related to our U.S. profit sharing contributions made in the form of our common stock, as these contributions are not considered share-based incentive compensation.

Restricted Stock, Restricted Stock Units and Cash-Settled Restricted Stock Unit Awards

Restricted stock, restricted stock units and cash-settled restricted stock unit awards (cash payment in an amount equal to the value of the shares on the vesting date) provide for a vesting period. Awards vest earlier in the event of the participant’s death or disability. If a participant terminates employment prior to vesting, then the award of restricted stock, restricted stock units or cash-settled restricted stock unit awards is forfeited, except for certain circumstances following a change in control. The People and Compensation Committee ("P&C Committee") of the Board of Directors may waive the forfeiture of all or a portion of an award. Generally, restricted stock, restricted stock units, and cash-settled stock unit awards pay dividend equivalents upon vesting.

The following table summarizes activity for unvested restricted stock units for 2023:


	Restricted stock units
	Shares	Weighted-Average per Share Fair Value on Grant Date		Aggregate Intrinsic Value (In millions)
Non-vested at December 31, 2022	1,376,406	$	51.04
Granted	804,175	47.33
Vested	(705,785)	45.63		$	32.2
Forfeited or expired	(151,671)	52.79

Non-vested at December 31, 2023	1,323,125	$	51.47

A summary of the Company’s fair values of its vested restricted stock shares and restricted stock units are shown in the following table:


(In millions)	2023		2022		2021
Fair value of restricted stock shares vested	$	—	$	—	$	6.1
Fair value of restricted stock units vested	$	33.6	$	51.6	$	26.4

Unrecognized compensation cost and the weighted average period over which the compensation cost is expected to be recognized for its non-vested restricted stock units are shown in the following table:


(In millions)	Unrecognized Compensation Cost		Weighted Average to be recognized (in years)

Restricted Stock units	$	45.8	1.0

The non-vested cash awards excluded from table above had $1.4 million unrecognized compensation costs and weighted-average remaining contractual life of approximately 1 year. We have recognized liabilities of $0.8 million and $1.4 million within Other current liabilities on our Consolidated Balance Sheets, as of December 31, 2023 and 2022, respectively. Cash paid for vested cash-settled restricted stock unit awards was $1.7 million and $2.3 million in 2023 and 2022, respectively.

PSU Awards

Three-year PSU awards for 2021, 2022 and 2023

During the first 90 days of each year, the P&C Committee of our Board of Directors approves PSU awards for our executive officers and other selected employees, which include for each participant a target number of shares of common stock and performance goals and measures that will determine the percentage of the target award that is earned following the end of the three-year performance period. Following the end of the performance period, in addition to shares, participants will also receive a cash payment in the amount of the dividends (without interest) that would have been paid during the performance period on

the number of shares that they have earned. Each PSU is subject to forfeiture if the recipient terminates employment with the Company prior to the end of the three-year award performance period for any reason other than death, disability or retirement. In the event of death, disability or retirement, a participant will receive a prorated payment based on such participant’s number of full months of service during the award performance period, further adjusted based on the achievement of the performance goals during the award performance period. All PSUs are classified as equity in the Consolidated Balance Sheets, with the exception of awards that are required by local laws or regulations to be settled in cash. This subset of PSU awards are classified as either other current or other non-current liabilities in the Consolidated Balance Sheets.

The performance goals, weightings and other information regarding PSU awards for 2021, 2022 and 2023 are set forth below:

2021 Three-year PSU Awards: (i) three-year CAGR of consolidated Adjusted EBITDA weighted at 50% and (ii) ROIC weighted at 50%. Calculation of final achievement on each performance metric is subject to an upward or downward adjustment of up to 25% of the overall combined achievement percentage, based on the results of a relative total shareholder return (“TSR”) modifier. The comparator group for the relative TSR modifier is S&P 500 component companies as of the beginning of the performance period. Shareholder return in the top quartile of the comparator group increases overall achievement of performance metrics by 25% while shareholder return in the bottom quartile of the comparator group decreases overall achievement of the performance metrics by 25%. The total number of shares to be issued, including the modifier, for these awards can range from zero to 250% of the target number of shares.


	Adjusted EBITDA CAGR		ROIC
February 10, 2021 grant date
Number of units granted	41,729		41,729
Fair value on grant date (per unit)	$	45.26	$	45.26
February 11, 2021 grant date
Number of units granted	51,882		51,882
Fair value on grant date (per unit)	$	43.85	$	43.85
March 1, 2021 grant date
Number of units granted	29,762		29,762
Fair value on grant date (per unit)	$	43.02	$	43.02

The assumptions used to calculate the grant date fair values are shown in the following table:


	Expected price volatility		Risk-free interest rate
February 10, 2021 grant date	37.7	%	0.2	%
February 11, 2021 grant date	37.7	%	0.2	%
March 1, 2021 grant date	38.0	%	0.3	%

PSUs are contingently awarded and will be payable in shares of the Company’s common stock based on the Company’s Adjusted EBITDA CAGR over the three-year award performance period and the Company’s ROIC over the three-year award performance period compared to targets set at the time of the grant by the P&C Committee. The number of PSUs earned based on Adjusted EBITDA CAGR and ROIC will be subject to an additional adjustment based on results of the TSR modifier, as described above. The Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable.

2022 Three-year PSU Awards: (i) three-year CAGR of consolidated Adjusted EBITDA weighted at 50% and (ii) ROIC weighted at 50%. Calculation of final achievement on each performance metric is subject to an upward or downward adjustment of up to 25% of the overall combined achievement percentage, based on the results of a relative total shareholder return (“TSR”) modifier. The comparator group for the relative TSR modifier is S&P 500 component companies as of the beginning of the performance period. Shareholder return in the top quartile of the comparator group increases overall achievement of performance metrics by 25% while shareholder return in the bottom quartile of the comparator group decreases overall achievement of the performance metrics by 25%. The total number of shares to be issued, including the modifier, for these awards can range from zero to 250% of the target number of shares.


	Adjusted EBITDA CAGR		ROIC
February 24, 2022 grant date
Number of units granted	72,308		72,308
Fair value on grant date (per unit)	$	70.92	$	70.92
March 1, 2022 grant date
Number of units granted	16,766		16,766
Fair value on grant date (per unit)	$	69.71	$	69.71

The assumptions used to calculate the grant date fair values are shown in the following table:


	Expected price volatility		Risk-free interest rate
February 24, 2022 grant date	37.4	%	1.7	%
March 1, 2022 grant date	37.7	%	1.5	%

2023 Three-year PSU Awards: (i) three-year CAGR of consolidated Adjusted EBITDA weighted at 50% and (ii) ROIC weighted at 50%. Calculation of final achievement on each performance metric is subject to an upward or downward adjustment of up to 25% of the overall combined achievement percentage, based on the results of a relative total shareholder return (“TSR”) modifier. The comparator group for the relative TSR modifier is S&P 500 component companies as of the beginning of the performance period. Shareholder return in the top quartile of the comparator group increases overall achievement of performance metrics by 25% while shareholder return in the bottom quartile of the comparator group decreases overall achievement of the performance metrics by 25%. The total number of shares to be issued, including the modifier, for these awards can range from zero to 250% of the target number of shares.


	Adjusted EBITDA CAGR		ROIC
February 21, 2023 grant date
Number of units granted	93,343		93,343
Fair value on grant date (per unit)	$	48.46	$	48.46
March 1, 2023 grant date
Number of units granted	22,963		22,963
Fair value on grant date (per unit)	$	49.05	$	49.05

The assumptions used to calculate the grant date fair values are shown in the following table:


	Expected price volatility		Risk-free interest rate
February 21, 2023 grant date	32.9	%	4.4	%
March 1, 2023 grant date	31.7	%	4.6	%

The following table includes additional information related to estimated earned payout based on the probable outcome of the performance conditions and market condition as of December 31, 2023:


	Estimated Payout %
	Adjusted EBITDA CAGR		ROIC		TSR Modifier(1)		Combined
2023 Three-year PSU Awards	100	%	100	%	(25)	%	75	%
2022 Three-year PSU Awards	—	%	200	%	(25)	%	75	%
2021 Three-year PSU Awards	—	%	200	%	(25)	%	75	%

(1) The TSR Modifier is a market-based condition. Accordingly, we make no assumptions related to future performance. The percentages above represent actual rankings as of December 31, 2023. Any portion of outstanding awards based on the achievement of market-based conditions are accrued at 100% of fair value over the performance period in accordance with ASC 718.

2023 Five-year ESG Awards

During the first quarter of 2023, the P&C Committee approved awards with a five-year performance period beginning January 1, 2023 and ending December 31, 2027 for certain of our executive officers. The P&C Committee established performance goals related to the Company's environmental, social, and governance ("ESG") commitments. A total of 75% of the target awards are weighted towards sustainability goals, including increased recycled and/or renewable content offerings and reductions in greenhouse gas intensity. The remaining 25% of the target awards are weighted towards social goals, including global gender representation, and belonging and inclusion. Calculation of final achievement on the awards is subject to upward adjustments in the event that (i) specified levels of automation and prismiqTM sales are realized and/or (ii) the target performance level for all goals is met. The total number of shares to be issued for these awards can range from zero to 187.5% of the target number of shares, inclusive of upward adjustments. During the second quarter of 2023, ESG awards were granted to one additional executive officer. The performance period and performance goals are identical to those described above.

The target number of PSUs granted and the grant date fair value of the PSUs are shown in the following table:


	Environmental Goals		Social Goals
February 21, 2023 grant date
Number of units granted	204,172		78,528
Fair value on grant date (per unit)	$	48.55	$	48.55
April 18, 2023 grant date
Number of units granted	20,811		8,005
Fair value on grant date (per unit)	$	46.85	$	46.85

The following table summarizes activity for outstanding three-year PSU and five-year ESG PSU awards for 2023:


	Shares	Aggregate Intrinsic Value (In millions)
Outstanding at December 31, 2022	674,687
Granted(1)	544,128
Performance adjustment(2)	190,044
Converted	(457,461)	$	15.5
Forfeited or expired	(84,086)
Outstanding at December 31, 2023	867,312
Fully vested at December 31, 2023	260,601	$	12.4

(1)This represents the target number of performance units granted. Actual number of PSUs earned, if any, is dependent upon performance and may range from 0% to 250% of the target for three-year PSU awards and 0% to 187.5% of the target for five-year ESG PSU awards.

(2)Represents units earned and distributed in excess of target for 2020 three-year PSUs awards.

The following table summarizes activity for non-vested three-year PSU and five-year ESG PSU awards for 2023:


	Shares	Weighted-Average per Share Fair Value on Grant Date
Non-vested at December 31, 2022	380,093	$	56.03
Granted	544,128	48.46
Vested	(233,424)	46.97
Forfeited or expired	(84,086)	53.29
Non-vested at December 31, 2023	606,711	$	53.07

A summary of the Company’s fair value for its vested three-year PSU and five-year ESG PSU awards is shown in the following table:


(In millions)	2023		2022		2021
Fair value of PSU awards vested	$	9.5	$	14.7	$	17.8

A summary of the Company’s unrecognized compensation cost for PSU awards at the current estimated earned payout based on the probable outcome of the performance condition and weighted average periods over which the compensation cost is expected to be recognized as shown in the following table:


(In millions)	Unrecognized Compensation Costs		Weighted Average to be recognized (in years)
2023 Five-year ESG PSU Awards	$	5.2	4
2023 Three-year PSU Awards	2.9		2
2022 Three-year PSU Awards	1.2		1
2021 Three-year PSU Awards	—		0

2020 Three-year PSU Awards

In February 2023, the P&C Committee reviewed performance results for the 2020-2022 PSUs. Performance goals for these PSUs were based on Adjusted EBITDA CAGR, ROIC, and the Company's TSR ranking relative to a group of peer companies. Based on overall performance for the 2020-2022 PSUs, these awards paid out at 172.4% of target or 457,461 units. Of this, 183,109 units were withheld to cover employee tax withholding and 914 units were designated as cash-settled awards, resulting in net share issuances of 273,438.

Stock Leverage Opportunity Awards

Before the start of each performance year, certain key executives have historically been eligible to elect to receive all or a portion of their annual cash bonus for that year, in increments of 25% of the annual bonus, as an award of restricted stock units under the Omnibus Incentive Plan in lieu of cash. The portion provided as an equity award was given a premium as determined by the P&C Committee each year and rounded up to the nearest whole share. The award was granted following the end of the performance year and after determination by the P&C Committee of the amount of the annual bonus award for each executive officer and other selected key executives who elected to take all or a portion of his or her annual bonus as an equity award, but no later than March 15th following the end of the performance year.

The equity award was made in the form of an award of restricted stock units that vests on the second anniversary of the grant date or earlier in the event of death, disability or retirement from employment with the Company, and the shares subject to the award are not transferable by the recipient until the later of vesting or the second anniversary of the grant date. For the “principal portion” of the award that would have otherwise been paid in cash, the award vests upon any termination of employment, other than for cause. For the “premium portion” of the award, the award may early vest only in case of death, disability or retirement from the Company. Except as described above, if the recipient ceases to be employed by the Company prior to vesting, then any premium portion of the award is forfeited, except for certain circumstances following a change in control. SLO awards in the form of restricted stock units have no voting rights until shares are issued to them but do receive a cash payment in the amount of the dividends (without interest) on the shares they have earned at about the same time that shares are issued to them following vesting.

During 2023, 32,330 restricted stock units were granted for the 2022 Annual Incentive Plan. The program was terminated following the 2022 performance year and there are no contingently issuable shares under such program as of December 31, 2023. We recorded compensation expense for these awards in Selling, general and administrative expenses on the Consolidated Statements of Operations with a corresponding credit to Additional paid-in capital within Stockholders’ equity, based on the fair value of the awards at the end of each reporting period, which reflects the effects of stock price changes. The expense was historically recognized over a fifteen-month period